2017 Manchester Community Market By-Laws

ARTICLE I: NAMEThe name of this non-profit corporation shall be MANCHESTER COMMUNITY MARKET.

ARTICLE II: MISSION STATEMENTThe mission of the MANCHESTER COMMUNITY MARKET is to provide locally produced agricultural products, prepared foods and crafts to the consumer for the benefit of both the consumer and the producer, to educate the public on aspects of local farming, healthy foods and craft production, and to increase the base of the local foods community.

ARTICLE III: GOALSThis organization is charitable and educational, and uses sales of produce, space rental, and membership fees to aid in financially supporting the following goals:

To further the local production of agricultural products, prepared foods, and crafts.

To provide local products to the consumer.

To stimulate growth and greater variety of farm and home industry activities and products.

To educate the public in the philosophy and operation of local farm, food and craft businesses. Educational activities to include demonstrations at market, and farm tours.

ARTICLE IV: MEMBERSHIPMembership is extended to any person who is interested in furthering the goals of the organization and who resides and produces in New Hampshire. Membership categories are as follows:

INDIVIDUAL MEMBERSHIPOpen to anyone who is interested in furthering the goals of the organization, who pays the annual membership fee, and reserves a site and vends at the MANCHESTER COMMUNITY MARKET. Each individual member has one vote and is eligible for election to the Board of Directors.

GROUP MEMBERSHIPOpen to any individuals from the same household or business that are interested in furthering the goals of the organization, pays the annual membership fee, reserves a site and vends at the MANCHESTER COMMUNITY MARKET. Each group membership has two votes andmay have two individuals eligible for election to the Board of Directors.

SPECIAL MEMBERSHIPSpecial memberships will be set by the Board of Directors, who will also define rights, privileges and fees for any defined special category.

ARTICLE V: QUORUMA quorum for the Board of Directors Meetings shall exist when a two-thirds (2/3) majority of all board members are present. A Quorum for membership meetings shall be one third (1/3) of the current voting members.

ARTICLE VI: BOARD OF DIRECTORSThe Board of Directors shall be responsible for the business of the organization and for any other business that may be necessary relating to the organization. The directors shall in all cases act as a Board and may adopt any such rules and regulations for the conduct of the meetings, the management of the organization, the administration of the market and the management of the corporation as they deem proper and consistent with the laws of the State of New Hampshire.

There shall be at least five persons elected as the Board of Directors for the voting membership. The officers shall consist of a President, a Vice-President, a Secretary, and a Treasurer. Each officer will perform such duties as the board directs.

All Board Members and Officers shall serve three year terms. Any vacancy that occurs on the Board will be filled by a vote of the current Directors for the remaining term of the position.

A director may be removed from office by a two/thirds (2/3) vote of a meeting of the full Board at a meeting called specifically for that purpose.

The Board of Directors will specifically, (but not exclusively):

1. Set the rules for the market from year to year including vendors’ fees and commissions.2. Arrange for the location and establish the duration of the market.3. Hire/fire any employees that may be necessary to manage the business of the organization and/or the market and/or any other activities relating to the goals of the organization.4. Define committees that will handle necessary business of the organization.5. Define mailing and office addresses that may be necessary.6. Define membership fees for individual and group memberships, reserved site fees, and establish and define any special membership categories that may be necessary.7. Any other business that may be necessary to manage the organization, the market and any activities relating to the goals of the market.

ARTICLE VII: COMMITTEESCommittees will be defined by the Board of Directors. Each committee will have at least one member of the Board of Directors.

ARTICLE VIII: THE BYLAWSThe bylaws are to guide the organization in purpose and procedure. The bylaws can be changed, modified, added to, or deleted from by a two-thirds (2/3) majority vote of the Board of Directors at a meeting for that purpose, or at the regularly scheduled annual meeting, with 30 days notice given to the current voting membership.

ARTICLE IX: MEETINGSThere will be an annual membership meeting of the Manchester Community Market each year after the close of the market season, no later than Jan. 15 of the following year to review the business of the preceding market season, to elect officers and members of the Board of Directors for the following year, and to take care of any business set by the President and Vice President. Special membership meetings may be called by the Board of Directors. Thirty days notice will be given to all the individual and group members for all the member meetings. Only current voting members have the right to vote on any organization business including elections. Board meetings shall be called by the President for any business that needs to be done. Minutes will be taken at all meetings of the Board of Directors and approved copy will be kept in the Market files.

Two days notice shall be given for any Board meeting.

Article X: CONFLICT OF INTEREST POLICY

Officers and Directors of the MANCHESTER COMMUNITY MARKET shall receive no compensation for their services as Officers and Directors.

It is allowable that they may be reimbursed for expenses incurred in carrying out their duties. The details of any such expenses shall be presented to the Board of Directors prior to reimbursement.

The New Hampshire statutory requirements are incorporated into and made part of this policy.

The Association, Officers and Directors will comply with all requirements of New Hampshire laws dealing with pecuniary benefit transactions (RSA 7:19, II and 292:6-a). These requirements include, but are not limited to, absolute prohibition on any loans to any officer or director of the MANCHESTER COMMUNITY MARKET. These requirements extend to both direct and indirect financial interests, as defined by these statutes.

Article XI: FISCAL YEARThe fiscal year will be the calendar year.​Article XII: AMENDMENTSThese by-laws may be amended by a two-thirds (2/3) majority vote of the members present at any regular meeting or any special meeting of the MANCHESTER COMMUNITY MARKET called for that purpose. This process for amendment will begin after the adoption of these by-laws by the MANCHESTER COMMUNITY MARKET.

Article XIII: DISSOLUTIONIn case of dissolution of the MANCHESTER COMMUNITY MARKET, all of the remaining assets and property of the MANCHESTER COMMUNITY MARKET shall, after payment of necessary expenses thereof, be distributed to an organization or organizations having like aims and goals as the MANCHESTER COMMUNITY MARKET; otherwise, all corporate assets will be disposed of according to applicable state law.